Library 


Uciv.©f  111. 

51 

3/(*f 

COLUMBIA  GRAPHOPHONE  MANUFACTURING 

COMPANY 


FIVE-YEAR  EIGHT  PER  CENT.  GOLD  NOTES 


AgrEentPttt 

Dated  February  2,  1922 


HAROLD  STANLEY 
G.  HERMANN  KINNICUTT 
BAYARD  DOMINICK 
ARTHUR  W.  BUTLER 

Committee 

CHARLES  H.  PLATNER, 

Secretary, 

140  Broadway,  New  York  City. 


ROOT,  CLARK,  BUCKNER  & HOWLAND 
31  Nassau  St.,  N ew  York  City. 

Counsel. 


GUARANTY  TRUST  COMPANY  OF  NEW  YORK, 

Depositary, 

140  Broadway,  New  York  City. 


The  Evening  Post  Job  Printing  Office.  Inc.,  154  Fulton  St..  K.  T. 


Digitized  by  the  Internet  Archive 
in  2017  with  funding  from 

University  of  Illinois  Urbana-Champaign  Alternates 


https://archive.org/details/columbiagraphophOOstan 


3gt001U0nt,  made  this  2nd  day  of  February,  1922,  between 
Harold  Stanley,  G.  Hermann  Kinnicutt,  Bayard  Dominick 
and  Arthur  W.  Butler  (hereinafter  called  the  “Committee”), 
parties  of  the  first  part,  and  such  holders  of  the  Five-Year 
Eight  Per  Cent.  Gold  Notes  (hereinafter  called  the  “Notes”),  of 
Columbia  Graphophone  Manufacturing  Company  (hereinafter 
called  the  “Company”),  as  shall  become  parties  hereto  as  herein 
provided  (hereinafter  called  the  “Depositors”),  parties  of  the 
second  part. 

Whereas,  the  Notes  were  issued  under  a Trust  Agreement 
(hereinafter  called  the  “Trust  Agreement”),  dated  as  of  August 
1,  1920,  between  the  Company  and  Guaranty  Trust  Company  of 
New  York,  as  Trustee,  and 

Whereas,  the  interest  on  the  Notes  due  February  1,  1922,  is 
unpaid  and  the  owners  and  holders  of  the  Notes  deposited  here- 
under deem  it  advisable  to  unite  for  the  protection  of  their  inter- 
ests and  request  the  Committee  to  act  as  hereinafter  provided, 

Now,  therefore,  in  consideration  of  the  premises  and  of  the 
mutual  promises  herein  the  Depositors,  each  for  himself  but  not 
for  the  others  or  any  of  them,  agree  with  each  other  and  with 
the  Committee  as  follows  : 

First. — Holders  of  the  Notes  may  become  parties  to  this 
Agreement  by  depositing  under  the  terras  hereof  with  Guaranty 
Trust  Company  of  New  York,  the  Depositary  under  this  Agree- 
ment, within  such  period  or  periods  as  the  Committee  may  from 
time  to  time  limit  for  that  purpose,  their  Notes  accompanied  by 
all  unpaid  coupons,  whether  matured  or  unmatured,  with  all  such 
assignments  or  other  instruments  as  may  be  required  by  the  Com- 
mittee in  order  to  enable  it  to  transfer  absolute  title  to  such 


Parties. 


Recitals. 


Noteholders 
become 
parties  by 
depositing 
Notes  and 
coupons. 


Note:  The  marginal  notes  were  not  in  the  agreement  as  executed. 


2 


Notes.  The  Committee  may,  in  its  discretion,  and  upon  such 
terms  and  conditions  as  it  may  in  each  instance  prescribe,  permit 
the  deposit  hereunder  of  Notes  without  such  coupons,  or  of  cou- 
pons without  Notes.  The  term  “Notes’’,  whenever  herein  used, 
shall  be  deemed  to  include  unpaid  coupons  for  interest  upon  the 
Notes,  unless  such  meaning  is  plainly  inconsistent  with  the  con- 
text. The  deposited  Notes  shall  be  held  by  the  Depositary  subject 
to  the  order  of  the  Committee. 

Certificates  of  For  every  such  deposit  a certificate  of  deposit  executed  by  or 

deposit : form 

and  transfer.  jn  pe]iaif  of  the  Depositary  shall  be  issued  to  the  Depositor.  The 
form  of  said  certificates  shall  be  substantially  as  set  forth  in 
Schedule  A hereto.  Such  certificates  shall  be  transferable  only 
on  the  books  of  the  Depositary  by  the  holder  thereof  in  person  or 
by  attorney  upon  surrender  thereof  properly  endorsed.  Every 
certificate  of  deposit  shall  show  what  coupons  were  deposited 
with  the  Note. 

Deposit  The  deposit  of  Notes  and  the  acceptance  of  a certificate  of 

signature1  of°  deposit  therefor  shall  have  the  same  force  and  effect  as  though 

agreement. 

the  Depositor  had  in  fact  subscribed  his  name  to  this  Agreement. 
Upon  the  transfer  of  any  certificate  of  deposit  the  registered 
transferee  shall  for  all  purposes  be  substituted  for  the  prior 
Registered  holder.  The  registered  holders  of  the  respective  certificates  of 

holders  of 

deposif163  o£  deposit  may  be  considered  and  treated  as  the  absolute  owners 
ers 'for  a°iwn’  thereof  and  of  all  of  the  rights  of  the  original  Depositors ; and 

purposes. 

neither  the  Committee  nor  any  member  of  it  nor  the  Depositary 
shall  be  affected  by  any  notice  to  the  contrary.  The  terms  “Depos- 
itor” and  “Depositors”  whenever  herein  used  shall  include  not 
■ Depositors’’  only  the  original  Depositor  or  Depositors  but  as  well  registered 

include  regis- 
tered™118’ holders  at  any  time  of  any  certificate  of  deposit  by  transfer  thereof. 

Second. — The  Depositors  constitute  the  Committee  their  only 
and  exclusive  attorneys  and  agents  for  the  purpose  of  carrying 


3 


out  this  Agreement,  and  constitute  and  appoint  the  Committee  the  Depositors 

constitute 

lawful  attorneys  of  them  and  each  of  them,  irrevocably,  to  execute  committee 
in  their  behalf  such  instruments  in  writing  and  to  do  all  such  ^agreement ; 

general  grant 

acts  and  things  as  to  said  Committee  may  seem  proper  to  protect of  authority 

° " 1 A r to  Committee. 


or  promote  the  rights  of  the  Depositors.  The  Depositors  hereby 
assign  and  transfer  to  the  Committee,  and  the  Committee  is  hereby  Committee 

vested  with 

vested  with  the  legal  title  to,  the  Notes  deposited  hereunder  and  {^Notes'6 
is  authorized  to  represent  and  act  for  the  Depositors  for  all  the 
purposes  of  this  Agreement. 

Without  in  any  manner  or  to  any  extent  impairing  or  limiting,  powers  of 

Committee : 

by  the  provisions  hereinafter  contained,  the  general  grant  of  enumerator 
powers  hereinabove  made,  the  Committee  is  authorized  to  sell,  or 
otherwise  dispose  of,  the  interest  coupons  due  February  1,  1922, 
appertaining  to  all  or  any  of  the  deposited  Notes,  provided  that 
the  Committee  shall  receive  in  cash  $40.  for  each  such  coupon  so 
sold  or  disposed  of,  and  that  any  cash  thus  received  shall  forth- 
with be  paid  to  the  original  Depositors  of  the  Notes  to  which  such 
Coupons  shall  appertain ; the  Committee  is  also  authorized  and 
empowered  to  transfer  the  deposited  Notes  or  any  of  them  into  the 
names  of  the  Committee  or  its  nominees;  to  attend  either  in 
person  or  by  proxy  all  meetings  of  the  holders  of  Notes,  and  of 
any  other  securities  and  of  creditors  of  the  Company,  and  to  vote 
the  deposited  Notes  or  other  securities  at  any  time  held  here- 
under on  all  questions  which  may  come  before  such  meetings  as 
fully  to  all  intents  and  purposes  as  the  Depositors  might  do  if 
personally  present,  with  full  power  of  substitution;  to  give  such 
directions  to  the  Trustee  under  the  Trust  Agreement  as  are  ex- 
pressly or  impliedly  provided  for  by  the  Trust  Agreement  or  are 
otherwise  proper,  to  exercise  all  such  rights  of  Noteholders  arising 
upon  a default  of  payment  of  the  interest  or  principal  of  the  Notes 
as  are  expressly  or  impliedly  provided  for  by  the  Trust  Agreement 


4 


Power  of 
Committee 
to  form 
corporations 
under  agree- 
ment or  re- 
organization 
plan. 


"Allied 

Corporation” 

definition. 


or  are  otherwise  proper;  and  in  general,  as  owners  or  otherwise, 
in  the  name  of  the  Committee  or  any  nominee  of  the  Committee 
or  otherwise,  to  take  or  cause  to  be  taken  or  to  intervene  or 
participate  in,  all  such  proceedings  in  equity  or  at  law  or  other- 
wise, to  execute  such  papers  and  to  do  any  and  all  such  things, 
as  the  Committee  in  its  discretion  shall  deem  necessary  or  proper 
to  protect  or  promote  the  rights  of  the  Depositors  or,  with  like 
purpose,  to  refrain  from  taking  any  proceeding  or  action. 

The  Committee  may  form  or  cause  to  he  formed  such  corpora- 
tions or  associations  as  in  its  opinion  may  lie  expedient  for  the 
purpose  of  acquiring  and  taking  title  to  any  securities  or  property 
which  may  be  received  under  this  Agreement  or  under  any  plan 
and  agreement  of  readjustment  or  reorganization  adopted  or 
approved  by  the  Committee  as  hereinafter  provided  on  account  of 
or  in  exchange  for  the  deposited  Notes  or  to  other  property  or 
securities  at  any  time  held  hereunder  or  held  under  any  such  plan 
or  agreement ; and  may  cause  such  securities  or  property  so 
received  or  held  to  be  transferred  to  and  vested  in  one  or  more  such 
corporations  or  associations  and  may  accept  in  exchange  therefor 
the  capital  stock  or  other  securities  of  any  corporations  or  asso- 
ciations so  formed  or  certificates  representative  thereof. 

The  term  “allied  corporation”  or  “allied  corporations” 
or  any  equivalent  term  generally  used  herein  shall  be  deemed 
to  comprehend  any  and  every  corporation,  any  of  the  stock  or 
securities  whereof  are  owned  by  the  Company  or  by  any  corpora- 
tion or  body  controlled  by  the  Company  and  any  and  every  corpo- 
ration the  property  whereof  is  leased  or  otherwise  controlled  by 
the  Company  or  by  any  corporation  or  body  controlled  by  the 
Company. 


Third. — The  Committee  is  hereby  given  full  power  and  author- 
ity. if  and  whenever  in  its  judgment  it  shall  be  advisable  so  to  do, 


5 


to  prepare  and  adopt  (either  alone  or  in  co-operation  with  any 
committee  or  other  person!  representing  any  notes,  indebtedness, 
stock  or  other  securities  of  the  Company,  or  stock,  bonds,  notes, 
indebtedness  or  any  other  securities  of  any  allied  corporation)  a 
plan  and  agreement  for  the  readjustment  of  the  capitalization  and 
indebtedness  or  the  reorganization  of  the  Company  or  of  any  one 
or  more  of  such  allied  corporations,  or  of  the  properties  of  the 
Company  or  of  any  one  or  more  of  such  allied  corporations,  with 
or  without  court  proceedings;  or  the  Committee  may  approve  any 
such  plan  and  agreement  for  readjustment  or  reorganization, 
although  not  prepared  by  it. 

Any  such  plan  and  agreement  may  be  adopted  or  be  approved 
by  the  Committee  before  or  after  a sale  of  the  property,  or  any 
of  the  property  of  the  Company,  and  may  provide  for  the  sale  of 
the  deposited  Notes,  for  the  readjustment  of  the  indebtedness 
represented  thereby,  and  for  the  sale  or  re-sale  in  whole  or  in  part 
of  any  property  at  any  time  held  hereunder  or  under  such  plan; 
and  the  Committee  may,  if  such  plan  or  agreement  shall  so  provide 
or  contemplate,  sell,  in  whole  or  in  part,  the  deposited  Notes  or 
any  securities  or  other  property  received  in  exchange  for  or  on 
account  of  the  deposited  Notes,  or  otherwise  held  hereunder  upon 
auy  terms  set  forth  in  or  pursuant  to  any  authority  contained  in 
such  plan  or  agreement.  Such  plan  and  agreement  may  provide 
for  the  acquisition  of  such  additional  property  as  in  the  opinion 
of  the  Committee  may  be  advantageous;  for  the  organization  of 
such  corporations  or  associations  as  may  be  deemed  suitable  and 
proper;  for  the  acquisition  in  any  manner  by  such  corporations 
or  associations,  or  by  any  other  corporation  or  association,  directly 
or  indirectly,  through  stock  or  other  securities  representative 
thereof  or  otherwise,  of  the  property  embraced  within  such  plan 
and  agreement,  or  any  part  thereof;  for  the  establishment  of 


Power  to 
adopt  reor- 
ganization 
plan  and 
agreement. 


Powers  in 
reference 
thereto  ; 
terms 
thereof. 


6 


voting  trusts  or  voting  trust  agreements  in  respect  of  any  shares 
of  stock  or  other  securities  having  voting  power;  for  the  issue, 
disposition  and  distribution  of  all  or  any  of  the  stock  or  other 
securities  (or  certificates  representing  a beneficial  interest 
therein)  of  such  corporations  or  associations;  and  for  raising 
any  cash  in  its  discretion  deemed  necessary  by  the  Commit- 
tee for  the  readjustment  or  reorganization.  Any  such  plan 
and  agreement  may  include  or  recognize  floating  or  other  indebt- 
edness or  claims,  as  well  as  securities  of  any  class  (including  in 
such  terms  shares  of  stock) — whether  prior  or  junior  to  the  Notes 
or  to  any  securities,  claims  or  rights  acquired  by  or  on  behalf 
of  the  Committee  under  authority  conferred  hereby — and  whether 
of  or  against  the  Company,  or  of  or  against  any  of  its  allied 
corporations,  or  of  or  against  any  other  corporations,  and  may 
include  or  recognize  any  property  purchased  or  acquired  by  or 
on  behalf  of  the  Committee  under  the  authority  conferred  by  any 
of  the  provisions  of  this  Agreement  or  any  part  thereof.  Any 
such  plan  and  agreement  may  provide  for  managers  of  the  reor- 
ganization or  readjustment  to  take  place  under  it  and  for  the 
payment  of  their  compensation  and  expenses  and  the  compen- 
sation and  expenses  of  any  other  committee  that  shall  have 
represented  any  of  the  securities  or  indebtedness  in  any  manner 
dealt  with  in  any  such  plan  or  agreement  or  in  connection  with 
such  reorganization  or  readjustment,  and  such  plan  and  agree- 
ment may  charge  the  payment  thereof,  as  well  as  of  all  indebted- 
ness, obligations  and  liabilities  incurred,  or  advances  or  loans 
made,  by  the  Committee,  upon  the  securities  or  other  property 
subject  to  such  plan  and  agreement.  Any  such  plan  and  agree- 
ment may  be  in  such  form,  contain  such  terms  and  provisions 
and  confer  upon  the  Committee  or  upon  any  committee  consti- 
tuted thereunder,  or,  if  such  plan  and  agreement  shall  consti- 


7 


tute  managers,  on  the  managers  thereunder,  such  powers,  discre- 
tionary or  otherwise,  as  the  Committee  may  deem  expedient  or 
approve,  though  not  expressed  or  contemplated  in  this  Agree- 
ment, and  may  impose  such  conditions  on  participation  therein 
or  in  the  benefits  thereof  as  the  Committee  may  deem  wise  and 
proper. 

Fourth. — Whenever  the  Committee  shall  have  prepared  and 
adopted,  or  shall  have  approved,  any  plan  or  agreement  of  reor- 
ganization or  readjustment,  a copy  of  such  plan  and  agreement 
shall  be  lodged  with  the  Depositary ; and  thereupon  a brief  notice 
of  the  fact  of  such  adoption  or  approval  and  lodging  of  such  plan 
and  agreement  shall  be  given  by  the  Committee,  by  publication 
at  least  twice  in  each  week  for  two  successive  calendar  weeks 
(in  each  case  upon  any  days  of  the  week)  in  two  daily  newspapers 
of  general  circulation  published  in  the  City  of  New  York  and  in 
two  daily  newspapers  of  general  circulation  published  in  the  City 
of  Chicago;  a copy  of  such  notice  shall  be  mailed  within  the 
week  during  which  the  first  publication  thereof  is  made  to  each 
Depositor  whose  address  shall  appear  upon  the  records  kept 
by  the  Depositary.  Such  publication  of  such  notice  shall  be  con- 
clusive notice  to  all  Depositors  as  of  the  date  of  the  first  publi- 
cation of  such  notice,  of  such  adoption  or  approval  and  of  the 
lodging  with  the  Depositary  of  such  plan  and  agreement. 

Any  registered  holder  of  a certificate  of  deposit  representing 
deposited  Notes,  may  within  thirty  days  from  the  date  of  the 
first  publication  of  such  notice  file  with  the  Depositary  notice  in 
writing  that  he  dissents  from  said  plan  and  agreement.  If  within 
the  said  period  of  thirty  days  registered  holders  of  certificates 
of  deposit  representing  as  much  as  twenty-five  per  cent,  in  prin- 
cipal amount  of  the  deposited  Notes  shall  so  file  notice  of  dissent 
from  such  plan  and  agreement,  such  plan  and  agreement  shall 


Filing  of  re- 
organization 
plan  and 
agreement 
with  De- 
positary ; 
publication 
of  notice. 


Filing 
notice  of 
dissent  by 
Depositors. 


8 


When  De- 
positors bound 
by  reorganiza- 
tion plan  and 
agreement. 


Power  to 
carry  out 
reorganization 
plan  and 
agreement. 


not  become  effective,  and  the  Committee  may  thereafter,  from 
time  to  time,  prepare  and  adopt  or  approve  and  adopt  modifica- 
tions thereof  or  supplements  thereto,  or  other  plans  and  agree- 
ments, and  give  notice  thereof  by  publication  as  aforesaid.  If, 
however,  within  such  period  of  thirty  days  from  said  first  pub- 
lication of  such  notice,  the  registered  holders  of  certificates  of 
deposit  representing  as  much  as  twenty-five  per  cent,  in  principal 
amount  of  the  deposited  Notes  shall  not  so  tile  in  writing  with 
the  Depositary  notice  of  dissent  as  aforesaid,  or  if  at  any  time 
within  such  period  the  registered  holders  of  certificates  of  deposit 
representing  as  much  as  seventy-five  per  cent,  in  principal  amount 
of  the  deposited  Notes  shall  tile  with  the  Depositary  notice  of 
their  approval  or  consent  to  such  plan  and  agreement,  then  in 
either  such  case  such  plan  and  agreement  shall  be  binding  upon 
all  Depositors,  all  of  whom  shall  be  conclusively  and  finally 
deemed  for  all  purposes  to  have  assented  to  the  said  plan  and 
agreement  and  the  terms  thereof,  whether  they  have  expressly 
assented  thereto  or  not,  or  whether  they  receive  actual  notice  or 
not,  and  shall  be  irrevocably  bound  and  concluded  by  the  same. 

The  Committee  shall  thereupon  be  fully  authorized  to  carry 
out  such  plan  and  agreement,  and  for  that  purpose  shall  have  full 
power  and  authority  to  transfer,  convey  and  deliver  or  deposit 
under  any  such  plan  and  agreement  or  otherwise  use  and  deal 
with  the  deposited  Notes  or  any  securities  or  other  property  held 
by  it  hereunder  or  under  such  plan  and  agreement  as  fully  as 
though  such  action  had  been  expressly  assented  to  by  all  of  the 
Depositors,  and  the  rights  of  the  Depositors  shall  be  only  such  as 
may  be  conferred  by  such  plan  and  agreement,  and  shall  be  subject 
to  compliance  with  such  terms  and  conditions  as  such  plan  and 
agreement  may  impose,  as  conditions  of  participation  in  such  plan 


n 


and  agreement,  and  in  the  benefits  thereof;  and  the  Committee 
shall  be  fully  protected  in  acting  upon  the  faith  of  any  such  notice 
and  approval  and  consent.  Whenever  said  “plan  and  agreement” 
is  referred  to  herein  it  shall  be  deemed  to  include  any  modifica- 
tions of  the  plan  and  agreement  or  any  new  plan  and  agreement 
prepared  and  adopted  or  approved  as  herein  provided. 

The  Committee  at  any  time  prior  to  carrying  out  any  plan  of 
readjustment  or  reorganization  may  abandon  the  plan  if  in  its 
discretion  it  may  deem  it  advisable  so  to  do,  notwithstanding  the 
same  has  been  declared  or  has  become  effective,  but  this  Agree- 
ment shall  nevertheless  continue  in  force  and  the  Committee  may 
thereafter  from  time  to  time  prepare  and  adopt  or  approve  modifi- 
cations of  such  plan  or  supplements  thereto  or  other  plans  and 
agreements  and  give  notice  thereof  as  aforesaid,  and  all  the  pro- 
visions hereof  shall  be  applicable  thereto. 

The  period  of  six  months  from  February  2,  1922,  or  such 
further  period  or  periods  as  the  Committee  by  vote  of  at  least  a 
majority  of  all  its  members  shall  fix  and  announce  before  the 
expiration  of  said  period  by  notice  given  as  provided  in  this  article 
for  giving  notice  of  the  adoption  or  approval  of  a plan  and  agree- 
ment, is  hereby  specified  as  the  period  within  which  Depositors 
will  be  entitled  either  to  receive  new  securities  or  cash  pursuant  to 
a sale  or  a plan  for  the  reorganization  or  readjustment  or  to  the 
return  of  the  deposited  Notes  or  the  proceeds  thereof  upon  com- 
pliance with  the  terms  of  this  Agreement,  and  except  as  otherwise 
expressly  provided  herein  Depositors  shall  not  be  entitled  to 
receive  back  deposited  Notes  or  their  proceeds  before  the  expira- 
tion of  such  period;  provided,  however,  that  said  period  of  six 
months  shall  not  be  extended  as  above  authorized  for  a further 
period  or  periods  aggregating,  with  such  initial  six  months'  period, 
more  than  eighteen  months  from  February  2,  1922. 


Abandon- 
ment and 
modification 
of  plan  and 
agreement. 


Time  within 
which  reor- 
ganization or 
readjustment 
must  be 
effected. 


10 


Discretionary 
l)Ower  of 
Committee 
to  permit 
withdrawals 
of  Notes. 


Power  of 
Committee 
to  construe 
and  amend 
agreement. 


Notice  of 
amendments. 


Piling  by 
Depositors 
of  written 
notice  of 
disapproval 
of  proposed 
amendments. 


When  De- 
positors 
bound  by 
amendments. 


Fifth. — The  Committee  whenever  it  deems  it  to  the  interest 
of  all  the  Depositors  may,  upon  such  terms  as  it  may  deem  best, 
permit  such  Depositors  as  it  may  see  fit,  upon  surrender  to  the 
Depositary  of  certificates  of  deposit,  to  withdraw  Notes  to  the 
amount  represented  by  the  certificates  of  deposit  so  surrendered. 

The  Committee  is  authorized  and  empowered  to  construe  this 
Agreement  and  its  construction  made  in  good  faitli  shall  be  final 
and  conclusive  upon  all  of  the  parties  hereto.  It  may  supply 
defects  and  omissions  herein  as  in  its  judgment  may  be  expedient 
or  necessary  to  carry  out  the  purposes  of  this  Agreement  and  its 
judgment  as  to  such  expediency  or  necessity  shall  be  final.  The 
Committee  shall  have  power,  whenever  in  its  judgment  it  may 
be  advisable,  to  amend  this  Agreement.  All  amendments  shall  be 
lodged  with  the  Depositary;  but  if,  in  the  judgment  of  the  Commit- 
tee, which  shall  be  conclusive  and  binding,  any  such  amendment 
shall  materially  affect  the  rights  of  the  Depositors,  notice  of  such 
lodging  shall  be  given  by  publication  and  mailing,  as  provided 
in  the  case  of  notice  of  adoption  or  approval  of  a plan  and  agree- 
ment. Such  publication  of  such  notice  shall  be  conclusive  notice 
to  all  Depositors  as  of  the  date  of  the  first  publication  of  such 
notice  of  the  making  of  such  amendment  and  of  the  lodging 
thereof  with  the  Depositary.  If  within  thirty  days  from  the  date 
of  the  first  publication  of  such  notice  the  registered  holders  of 
certificates  of  deposit  representing  as  much  as  twenty-five  per 
cent,  in  principal  amount  of  the  deposited  Notes  file  with  the 
Depositary  written  notice  that  they  disapprove  such  amendment 
of  this  Agreement  then  such  amendment  shall  not  become 
effective;  otherwise  all  Depositors  shall  be  irrevocably  bound  and 
concluded  by  all  such  amendments,  whether  or  not  they  received 
actual  notice  of  such  amendments  or  the  lodging  thereof. 


11 


Sixth. — The  Committee  may  limit  the  time  within  which  and 
fix  the  conditions  upon  which  deposits  may  be  made  hereunder 
and  may  extend  the  time  so  limited  and  modify  the  conditions 
so  fixed,  and  either  generally  or  in  special  instances  may  in  its 
discretion  and  upon  such  conditions  as  it  may  prescribe  accept 
deposits  after  the  time  limited  has  expired,  or  otherwise  obtain 
the  assent  to  this  Agreement  of  the  holders  of  the  Notes. 

The  Committee  may,  in  its  discretion,  from  time  to  time, 
cause  the  transfer  or  registry  books  of  certificates  of  deposit 
to  be  closed  for  such  period  or  periods  as  it  may  deem  expedient, 
and  may  give  to  the  Depositors  such  notice  thereof  as  the  Com- 
mittee may  deem  proper. 

The  Committee  shall  have  power  to  employ  such  depositaries, 
counsel,  attorneys,  agents  or  employees  as  in  its  opinion  shall 
be  necessary  or  useful.  The  Committee  shall  be  entitled  to  repay- 
ment of  all  advances  made  and  reimbursement  of  all  expenses 
and  indemnity  against  all  liabilities  incurred  by  the  Committee 
hereunder. 

The  members  of  the  Committee  agree  to  serve  without  com- 
pensation. 

The  deposited  Notes  and  any  and  all  securities  or  property 
at  any  time  held  by  the  Committee  hereunder  are  charged  with 
the  payment  of  the  expenses  and  liabilities  incurred  by  the  Com- 
mittee, but  no  such  charge  shall  exceed  one  per  cent,  of  the  prin- 
cipal amount  of  the  deposited  Notes.  No  additional  individual 
liability  shall  attach  to  the  Depositors  or  any  of  them  for  any 
action  taken  or  expenses  or  liabilities  incurred  or  advances  made 
by  or  to  the  Committee,  and  the  Committee  shall  look  solely  to 
the  deposited  Notes  or  other  property  or  securities  held  by  it  here- 
under for  reimbursement  of  such  advances,  expenses  and  liabilities. 
To  secure  funds  necessary  to  pay  the  expenses  and  liabilities  of 
the  Committee,  or  to  further  any  other  purpose  or  purposes 


Time  for 
deposits  ; 
power  of 
Committee 
to  limit 
or  extend. 


Transfer 
books  ; 
power  of 
Committee 
to  close. 


Compensation 
and  expenses 
of  Com- 
mittee's 
agents. 


Members  of 
Committee 
to  receive 
no  compensa- 
tion. 


Expenses  of 
Committee : 
lien  for 
limited  to 
one  per  cent, 
of  principal 
amount  of 
Notes  de- 
posited. 


u.  Of  ILL  LIB. 


12 


Power  of 
Committee 
to  borrow 
and  pledge 
Notes. 
Limitation 
on  such 
power. 


How  Com- 
mittee may 
act : votes, 
vacancies, 
resignations, 
etc. 


authorized  by  this  Agreement,  (lie  Committee  may  borrow  or 
advance  money,  and,  as  security  for  the  repayment  of  the  moneys 
so  borrowed  or  advanced,  may  pledge,  or  have  a lien  upon  and 
retain,  the  deposited  Notes  and  any  securities  or  other  property 
held  hereunder,  or  any  part  of  such  Notes,  securities  or  property; 
provided,  however,  that  no  such  pledge  or  lien  shall  exceed  one 
per  cent,  of  the  principal  amount  of  the  deposited  Notes  subject 
thereto.  On  borrowing  or  advancing  money  as  herein  authorized, 
whether  upon  pledge  of  or  retention  of  a lien  upon  Notes  or  not, 
the  Committee  may,  for  the  sums  so  borrowed,  give  to  the  lender, 
or  to  the  Committee  or  to  the  member  or  members  of  the  Com- 
mittee advancing  such  money,  its  promissory  note  or  notes,  under 
the  hand  of  the  Committee  or  of  its  Chairman  or  of  any  member  of 
the  Committee  thereto  by  resolution  authorized.  The  Committee 
may  in  writing  direct  the  Depositary  to  hold  the  deposited  Notes 
or  any  securities  or  other  property  held  hereunder  or  any  desig- 
nated part  thereof  as  security  for  the  repayment  of  any  moneys 
advanced  or  to  be  advanced  to  or  by  the  Committee,  in  which 
case  such  Notes,  securities  or  other  property  shall  be  held  by  the 
Depositary  as  security  for  such  advances,  with  the  same  effect 
as  if  such  Notes,  securities  or  other  property  were  actually  de- 
posited with  the  Committee  or  other  person  making  such  advances 
as  such  security. 

Seventh. — The  Committee  may  act  by  a majority  either  at  a 
meeting  or  in  writing  without  a meeting,  each  member  of  the 
Committee  being  entitled  to  one  vote.  Any  of  the  Committee  may 
vote  or  act  by  proxy  who  may,  but  need  not  be,  a member  of  the 
Committee.  The  Committee  may  at  any  time  add  to  its  number 
by  appointing,  by  action  of  a majority  of  its  members  as  from  time 
to  time  constituted,  an  additional  member  or  members,  and  the 
member  or  members  so  appointed  shall  have  the  same  powers  as 


if  specifically  named  herein  and,  together  with  those  herein  named 
or  their  successors,  shall  constitute  the  Committee  under  this 
Agreement.  The  Committee  as  at  any  time  constituted  and  not- 
withstanding any  vacancies  shall  have  all  the  rights,  powers  and 
interests  of  the  Committee  as  originally  formed.  Any  member 
of  the  Committee  may  resign  by  filing  written  notice  of  his  resig- 
nation with  the  secretary  of  the  Committee  or  with  the  Deposi- 
tary. In  case  a vacancy  shall  at  any  time  occur  in  the  Committee 
by  death,  resignation  or  otherwise,  such  vacancy  may  be  filled  by 
a majority  of  the  remaining  members  of  the  Committee  by  the 
appointment  of  a successor  to  fill  the  same,  and  the  said  successor 
shall  have  and  may  exercise  all  power  and  authority  under  this 
Agreement  previously  possessed  by  the  person  in  whose  place 
he  shall  have  been  appointed  and  to  the  same  extent  and  effect 
as  if  he  were  herein  named  as  one  of  the  Committee. 

Eighth. — Neither  the  Committee  nor  any  member  of  it  shall 
be  personally  liable  for  any  act  or  omission  of  the  Depositary  or 
its  agents.  Neither  the  Committee  nor  any  member  of  it  nor  the 
Depositary  shall  be  personally  liable  for  any  act  or  omission  of 
any  agent  or  employee  selected  in  good  faith  nor  for  any  error  of 
judgment  or  mistake  of  law;  nor  shall  any  member  of  the  Com- 
mittee be  liable  for  the  act  or  acts,  default  or  defaults  of  any  other 
member,  or  for  anything  other  than  his  own  wilful  misconduct. 
Neither  the  Committee  nor  any  member  of  it  nor  the  Depositary 
nor  any  agent  of  the  Committee  or  of  the  Depositary  nor  any  of 
them  shall  be  liable  for  any  action  taken  in  good  faith  in  the  belief 
that  any  Note  or  other  document  or  any  signature  is  genuine, 
and  any  loss  or  liability  of  the  Committee  or  any  member  thereof 
or  of  the  Depositary  caused  otherwise  than  by  bad  faith  shall  be 
conclusively  deemed  to  be  a part  of  the  liabilities  of  the  Committee 
as  herein  provided  for.  The  Committee  and  each  member  of  it 


Committee 
and  Deposi- 
tary liable 
only  for 
wilful  mis- 
conduct. 


14 


Committee 
may  be 
pecuniarily 
interested. 


shall  be  fully  released  and  discharged  from  any  and  all  responsi- 
bility and  liability  to  tbe  Depositors  upon  delivery  to  and  accept- 
ance by  the  Depositors  of  deposited  Notes  to  the  amount  repre- 
sented by  their  certificates  of  deposit  or  the  net  proceeds  of  the 
deposited  Notes  or  the  securities  or  other  things  to  which  the 
Depositors  may  be  entitled  under  any  plan  of  reorganization  or 
readjustment  which  shall  have  become  binding  upon  the  Depos- 
itors in  the  manner  hereinabove  provided. 

The  Committee  and  any  member  of  it  and  any  firm  or  cor- 
poration Avhereof  any  such  member  may  be  a member  or  officer, 
and  the  Depositary,  its  officers  and  agents,  may  be  or  become 
pecuniarily  interested  in  any  property,  securities  or  matters 
connected  with  this  Agreement  or  with  any  plan  and  agreement 
of  reorganization  or  readjustment  which  the  Committee  may 
adopt  or  approve  as  hereinbefore  provided,  or  otherwise,  or  in 
any  property,  securities  or  matters  in  or  with  which  the  Company 
may  directly  or  indirectly  be  interested  or  concerned,  and  may 
be  or  become  pecuniarily  interested  in  any  purchase  from  the 
Committee  pursuant  to  this  Agreement  and  may  contract  with 
the  Committee  or  with  any  committee  representing  stock 
or  other  notes  or  indebtedness  or  other  securities  of  the  Com- 
pany, or  of  any  allied  corporation  or  may  be  a member  of  any 
such  committee  representing  such  stock  or  other  notes  or  in- 
debtedness or  other  securities,  or  a member  or  a manager  of  any 
underwriting  syndicate,  corporation  or  association  which  may 
contract  with  the  Committee  or  the  Company  or  any  such  allied 
corporation,  or  which  may  be  formed  in  contemplation  of  or  in 
connection  with  any  plan  and  agreement  of  reorganization  or 
readjustment,  or  any  sale,  hereunder,  or  which  may  contract  with 
any  committee  or  managers  constituted  under  any  such  plan  and 
agreement,  or  with  any  corporation  or  association  formed  pur- 
suant to  such  plan  and  agreement. 


15 


Ninth. — The  Depositary  may  upon  the  request  of  the  Com- 
mittee appoint  agents  or  other  depositaries  to  accept  the  deposit 
of  any  of  the  Notes  in  its  behalf,  and  under  its  direction  to  assist 
in  the  performance  of  any  other  duties  imposed  upon  it  as  De- 
positary either  by  this  Agreement  or  by  the  Committee. 

The  Depositary  shall  be  bound  only  to  exercise  reasonable  care 
in  the  safekeeping  of  the  deposited  Notes  or  other  securities  or 
property  deposited  with  it  hereunder  and  to  deal  therewith  in 
accordance  with  the  direction  of  the  Committee;  and  the  direc- 
tions of  the  Committee  shall  be  a complete  justification  for  any 
action  or  omission  to  act  of  the  Depositary.  The  Depositary  may 
resign  upon  notice  in  writing  to  the  Committee.  The  Committee 
may  fill  any  vacancy  however  arising  in  the  office  of  Depositary. 

Tenth. — If  for  any  reason  the  Committee  shall  consider  it 
expedient  at  any  time  to  terminate  this  Agreement,  it  may  do 
so,  giving  like  notice  of  its  election  so  to  do  as  hereinabove  in 
Article  Fifth  provided  in  respect  of  the  amendment  of  this  Agree- 
ment. In  the  event  of  such  termination  of  this  Agreement  Deposi- 
tors shall  surrender  to  the  Depositary  their  respective  certificates 
of  deposit,  properly  endorsed  in  blank,  and  shall  pay  to  the  De- 
positary for  the  account  of  the  Committee  such  amount  as  the 
Committee  may,  in  its  sole  and  uncontrolled  discretion,  fix  as  their 
pro  rata  share  (not  exceeding  one  per  cent,  of  each  deposited 
Note)  of  the  liabilities  and  expenses  of  the  Committee,  and  there- 
upon Depositors  shall  be  entitled  to  receive  Notes  represented  by 
their  respective  certificates  of  deposit. 

Eleventh. — Upon  the  accomplishment  of  the  purposes  of  this 
Agreement  or  other  termination  thereof,  the  Committee  shall  file 
with  the  Depositary  an  account  of  its  receipts  and  disbursements, 
and  a notice  of  such  filing  shall  be  published  once  in  each  week 


Duties  of 
Depositary  ; 
sub-deposi- 
taries, 
agents,  etc. 


Termination 
of  agreement  : 
procedure, 
distribution, 
etc. 


Accounting  by 
Committee  : 
discharge, 
arbitration. 


Binding 
clauses  on 
executors, 
etc. 


Execution  of 
agreement  : 
counterparts, 
Depositors 
hound  by- 
deposit. 


1G 

for  two  successive  calendar  weeks  ( in  each  case  upon  any  day  of 
the  week)  in  The  New  York  Times  and  in  The  Chicago  Tribune, 
and  thereupon  the  Committee  and  all  who  have  acted  as  members 
thereof  shall  be  discharged  from  all  its  and  their  duties,  liabili- 
ties and  obligations  as  to  all  depositors  except  such  depositors 
as  shall  within  thirty  (30)  days  after  the  last  publication  of 
such  notice  file  notice  of  objection  in  writing  with  the  Depositary. 
All  such  objections  so  filed  shall  thereupon  be  heard  and  examined 
by  a Vice-President  of  the  Depositary  ( not  a member  of  the 
Committee)  but  without  the  requirement  that  such  Vice-President 
shall  be  sworn,  and  his  decision  as  to  any  matters  so  objected  to 
shall  be  conclusive,  and  at  the  request  of  any  party  to  this  Agree- 
ment shall  be  put  in  writing,  acknowledged  or  proved  and  certified 
in  like  manner  as  a deed  to  be  recorded,  and  shall  constitute  an 
award  enforceable  in  the  manner  provided  by  the  laws  of  New 
York  governing  arbitration  with  respect  to  the  enforcement  of  an 
award  of  arbitrators. 

Twelfth. — This  Agreement  shall  bind  the  several  parties,  in- 
cluding the  Depositors  and  their  survivors,  executors,  adminis- 
trators, successors  and  assigns. 

Thirteenth. — The  printed  copy  of  this  Agreement  signed  by  or 
on  behalf  of  the  Committee  or  a majority  of  them  and  lodged  with 
the  Depositary  shall  be  held  to  be  the  original  Agreement.  This 
Agreement  mav,  however,  be  executed  in  any  number  of  counter- 
parts  with  the  same  effect  as  if  all  the  parties  executing  such 
counterparts  had  executed  but  one  instrument  and  in  making 
proof  of  any  counterpart  it  shall  not  be  necessary  to  produce  or  „ 
prove  the  execution  of  any  other  counterpart  hereof.  By  accept- 
ing a certificate  of  deposit  issued  by  the  Depositary  any  regis- 
tered holder  thereof  shall  thereby  become  and  be  a party  to  this 


17 


Agreement  and  be  bound  by  its  provisions  with  the  same  force 
and  effect  as  though  an  actual  subscriber  hereto,  and  such  regis- 
tered holder  hereby  authorizes  the  Committee  or  any  member 
thereof  or  its  secretary  at  any  time  to  subscribe  such  holder's 
name  to  this  Agreement.  The  Committee  assumes  no  obligation, 
legal  or  equitable,  express  or  implied,  to  any  holder  of  Notes 
who  shall  not  within  the  period  or  periods  limited  by  the  Com- 
mittee deposit  his  Notes  hereunder  or  to  any  other  person  whom- 
soever other  than  the  holders  of  certificates  of  deposit  issued  in 
accordance  with  the  terms  of  this  Agreement. 

In  Witness  Whereof,  The  Committee  or  a majority  of  them 
have  duly  executed  this  Agreement  as  of  the  day  and  year  first 
above  written  and  the  Depositors  have  deposited  their  Bonds  and 
have  accepted  certificates  of  deposit  therefor. 

Harold  Stanley 
G.  Hermann  Kinnicutt 
Bayard  Dominick 
Arthur  W.  Butler 


Committee's 
obligations  : 
limitations 
thereon. 


Committee. 


Names 


18 


Depositors. 


Addresses 


Deposits  in  Face 
Amount  of  Notes 


19 


SCHEDULE  A. 

No | 

Principal  Amount 
of  Notes 

Certificate  of  Deposit 
for 

Five-Year  Eight  Per  Cent.  Gold  Notes 
of 

COLUMBIA  GRAPHOPHONE  MANUFACTURING 
COMPANY 

Deposited  under  Agreement  dated  February  2,  1922,  in  which 

Harold  Stanley,  G.  Hermann  Kinnicutt,  Bayard  Dominick 
and  Arthur  W.  Butler  are  named  as  a Committee. 

Guaranty  Trust  Company  of  New  York,  as  Depositary, 
hereby  certifies  that  notes  of  the  above  mentioned  issue,  for  the 

principal  amount  of Thousand  Dollars  with  coupons 

maturing  on  and  after  February  1,  1922,  have  been  deposited 

under  the  above  mentioned  Agreement  and  that 

is  entitled  to  the  rights  and  interests  of  the 

Depositor  of  said  notes,  as  the  same  are  specified  and  defined  in 
said  Agreement,  the  original  of  which  has  been  filed  with  the 
Depositary.  The  holder  hereof  is  subject  to  and  bound  by  the 
provisions  of  said  Agreement  in  the  same  manner  and  with  the 
same  effect  as  if  he  had  executed  the  same. 

This  certificate  is  transferable  only  on  the  books  of  the 
Depositary  by  the  holder  hereof  in  person  or  by  attorney  upon 
surrender  of  this  certificate  properly  endorsed. 

Dated  New  York  City , 

Guaranty  Trust  Company  of  New  York, 

as  Depositary, 


By 


Vice-President: 


20 


For  value  received,  the  undersigned  hereby  sells,  assigns  and 
transfers  to  


the  within  certificate  of  deposit  and  all  the  rights  and  interests 

represented  thereby,  and  appoints 

attorney 

to  transfer  the  same  on  the  books  of  the  Depositary. 

Dated, , 


In  the  Presence  of: 


K187T 


